This Trial Software License Agreement (“Agreement”) is entered into as of the date you create an Account (as defined below) with Nexxa.ai, Inc., a Delaware corporation with a principal place of business at 440 N Wolfe Road, Sunnyvale, CA 94085 (“Licensor”).
This Agreement contemplates the licensing for evaluation purposes only of certain software product(s) or versions of product(s) developed by Licensor that are listed on Attachment A hereto. Licensor is willing to provide a copy of such software product(s) and related documentation to you for the sole purpose of permitting you to conduct an evaluation on the terms and conditions set forth in this Agreement.
1. License to Use. Licensor grants you a non-exclusive and non-transferable license (the “License”) for the use of Licensor software, specifically the Platform as a Service located at www.nexxa.ai (the “PaaS”), free of charge for 14 days. You may use the Licensor’s PaaS free of charge for 14 days, as indicated on Attachment A hereto, and you agree herein to the terms of this Agreement as well as the Company’s Terms of Service and Privacy Policy, which are fully incorporated by reference herein. The license of the PaaS to you (“License”) governs any releases, revisions or enhancements to the PaaS which Licensor may furnish to you during the 14-day term.
2. Intellectual Property Restrictions. The PaaS is copyrighted and contains proprietary information and trade secrets belonging exclusively to Licensor. Title to the PaaS and all copies are retained by Licensor or its licensors. You will not use the PaaS except for Licensor’s evaluation purposes only (the “evaluation purpose”). You may not make copies of the PaaS. You will reproduce all proprietary rights notices we provide, if any, to the extent your agents or independent contractors use the PaaS on your behalf. You may not modify, decompile, disassemble, decrypt, extract, or otherwise reverse engineer the PaaS, or create derivative works based upon all or part of the PaaS. You may not transfer, lease, assign, make available for timesharing, or sublicense, in whole or in part, the PaaS without the Licensor’s express written permission. Licensor does not grant any license or title to any trademarks or trade names under this Agreement or contained in/on the PaaS.
3. Exclusion of Warranty. You expressly acknowledge that the PaaS may have defects or deficiencies which cannot or may not be corrected by Licensor. The PaaS is provided “AS IS” without any warranty of any kind. LICENSOR DISCLAIMS ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT. The Licensor takes no responsibility for any adverse effects on your software, hardware, network or related equipment related to the installation or operation of the PaaS.
4. Evaluation Support. You will install and use the PaaS in accordance with the specifications provided by Licensor. You agree to cooperate and consult with Licensor in your evaluation of the PaaS, including your evaluation of its features, performance, functionality and useability. You will provide oral or written evaluations of the PaaS to Licensor at Licensor’s request. You hereby assign and will assign to Licensor all rights and title in your evaluations, including, but not limited to, all patents, copyrights, trade secrets or other intellectual property rights in the evaluations. You will provide Licensor access to your computers to observe your use and evaluation of the PaaS, upon Licensor’s request. You understand that you are exclusively responsible for the supervision, management and control of your computer systems and network and the use of the PaaS, including but not limited to: (a) assuring proper configuration, installation, audit controls and/or operating methods, (b) establishing adequate backup plans, (c) implementing sufficient procedures to satisfy your requirements for security and accuracy of input and output as well as restart and recovery in the event of a malfunction; and (d) detecting unauthorized access and viruses and preventing any loss or damage to data or other software.
5. Confidentiality. You agree that you will not: (a) disclose the PaaS or written evaluations, or the ideas, techniques and concepts contained in the PaaS, or any of the written evaluations, to any third party without the prior written consent of Licensor, (b) copy the PaaS or any portion thereof, or (c) use the PaaS for any purpose except for the Licensor’s evaluation purpose articulated herein. You agree to hold the PaaS in confidence, to maintain the PaaS in a secure environment and take all reasonable precautions to maintain security in order to prevent unauthorized use or disclosure. You will inform your independent contractors or employees having access to the PaaS of your limitations, duties and obligations regarding nondisclosure and copying of the PaaS, and ensure that they comply with the same. Prior to disposing of any media, you will erase or otherwise destroy the PaaS contained on that media, at the Licensor’s request.
6. Limitation of Liability. LICENSOR AND YOU AGREE THAT LICENSOR WOULD NOT PROVIDE THE SOFTWARE WITHOUT INCLUSION OF THIS SECTION 6. IN NO EVENT WILL LICENSOR OR ITS LICENSOR BE LIABLE FOR ANY DAMAGES INCLUDING WITHOUT LIMITATION ANY LOST REVENUE, PROFIT, DATA, OR OTHER SOFTWARE OR ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY (INCLUDING NEGLIGENCE) ARISING OUT OF THE USE OR INABILITY TO USE THE PAAS, EVEN IF LICENSOR KNOWS OR HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES.
7. Automatic Conversion; Termination.
Automatic Conversion. The License will automatically convert to a paid subscription plan at the end of the 14-day evaluation period (as specified on Attachment A), unless terminated in writing by either Party before the end of the evaluation period. Details governing paid subscription plans and pricing can be found in the Terms of Service and Privacy Policy, incorporated by reference herein, and if you continue to use the Services and PaaS, you hereby agree to the terms and conditions contained in the Terms of Service. Any collection of your payment information and payment processing for our Services and your use of the PaaS shall be governed by the general Terms of Service and Privacy Policy which you herein accept by continuing to use the PaaS.
Termination. The License may be terminated in writing by either party before the end of the 14-day trial period. The License will terminate immediately, without prior notice from Licensor, if you fail to comply with any provision of the License or this Agreement.
8. Export Regulations. The PaaS, including technical data, is subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations, and may be subject to export or import regulations in other countries. You agree to comply strictly with all those regulations and acknowledge your responsibility to obtain all necessary and appropriate licenses to export, re-export or import the PaaS.
9. Further Commitment. Nothing in this Agreement, including without limitation the provision of the License, implies that you have any rights in any commercially issued software produced by Licensor, including without limitation a commercial variation or release of the PaaS. If you continue to use the PaaS after the Term, you herein agree to terms and conditions of that Enterprise Software Licensing Agreement.
10. Related Software. You are responsible for providing any commercially available software, equipment or services that are required to operate the PaaS.
11. Marketing and Advertising. You hereby authorize and give permission for Licensor and Licensor’s Affiliates to use the legal or fictional company name, logo, trademark and/or personal quotes in connection with promotional materials that Licensor may disseminate to the public relating to Licensor’s relationship with you, for Licensor’s general business purposes. Promotional materials may include, but are not limited to, brochures, video tapes, emails, internet websites, advertising in newspapers and/or other periodicals, lucites, pictures and photographs.
12. Miscellaneous.
Choice of Law. This Agreement and your use of the PaaS is governed under the laws of the State of Delaware, excluding the choice of law provisions.
Jurisdiction. Except for proceedings for injunctive relief to protect Licensor’s intellectual property rights, you and Licensor agree to submit to the exclusive jurisdiction of the federal and state courts in Santa Clara County, California.
Survival. The provisions of this Agreement regarding confidentiality, disclaimer of warranty, limitation of liability, and all other provisions which, as indicated by their sense and content, are intended to survive and will survive any termination of this Agreement or the evaluation.
Successors and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties, and any assignment made in violation of this provision shall be null and void. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the Parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.
Independent Contractors; No Obligation. The Parties are independent contractors, and nothing contained in this Agreement shall be construed to constitute you and Company as partners, joint venturers, co-owners or otherwise as participants in a joint or common undertaking. No Party shall incur any debts or make any commitments for the other under this Agreement. Nothing contained in this Agreement shall be construed as obligating either Party to enter into any agreement or transact any business with the other Party, or to purchase, transfer or otherwise dispose of any technology, services or products as a result of the execution of this Agreement.
Entire Agreement. This Agreement is the entire agreement between you and Licensor relating to the PaaS and: (i) supersedes all prior or contemporaneous oral or written communications, proposals, and representations with respect to its subject matter; and (ii) prevails over any conflicting or additional terms of any quote, order, acknowledgment, or similar communication between the parties. If any provision of this Agreement is held invalid, all other provisions will remain valid. No modification to this Agreement is binding, unless in writing and signed by a duly authorized representative of each party.
I HEREBY ACKNOWLEDGE THAT I HAVE READ AND UNDERSTAND THE FOREGOING AGREEMENT, INCLUDING THE REFERENCED TERMS OF SERVICE AND PRIVACY POLICY, AND AGREE THAT MY USE AND CONTINUED USE OF THE PAAS PURSUANT TO THIS AGREEMENT AND THE REFERENCED DOCUMENTS HEREIN IS AN ACKNOWLEDGMENT OF MY AGREEMENT TO BE BOUND BY THE TERMS AND CONDITIONS OF ALL.
ATTACHMENT A
DESCRIPTION OF SOFTWARE:
Licensor’s Platform as a Service (“PaaS”) shared in individual invite email for account creation.
Pricing after BETA trial can be found in personalized quote.
LENGTH OF EVALUATION:
14 days from first login and onboarding